BY-LAWS 


EEQULATIOn    ' 


OF    THE 


ORTFI  CAROLINA  RAIL  ROAD  COMPAiNY. 


-  R A LEKUI: 

UNTKD  XI   THE  INSTITUTION   FOR    THE  DEAF  AND  DUMB  AND  THE  HI.IND. 

186  7.      ' 


BY-LAWS 


AND 


[REGULATIONS 


NORTH   CAROLINA   RAIL   ROAD  COMPANY. 


RALEIGH: 

PRINTED  A'l  THE  INSTITUTION  FOR    THE  DEAF  AND   DUMB  AND  THE  BLIND. 

186  7. 


Digitized  by  the  Internet  Archive 

in  2012  with  funding  from 

University  of  North  Carolina  at  Chapel  Hil 


http://www.archive.org/details/bylawsregulationOOnort 


BY-LAWS 

OP  THE 

NORTH   CAROLINA  RAIL  ROAD  COMPANY. 


MEETING  OF  THE  STOCKHOLDERS. 

1.  The  general  annual  meetings  of  the  Stockholders  shall  be  held 
alternately  at  Greensboro',  Raleigh,  Salisbury  and  Hillsboro',  on  the 
second  Thursday  of  July  in  each  and  every  year,  until  otherwise 
ordered. 

2.  The  President  or  any  five  Directors,  or  any  number  of  Stock- 
holders representing  one-third  of  the  individual  stock,  shall  have 
power  to  call  occasional  meetings  of  the  Stockholders  at  such  time 
and  place  as  he  or  they  may  think  proper,  first  giving  twenty  days' 
notice  thereof  in  two  or  more  newspapers  published  in  the  city  of 
Raleigh. 

3.  At  least  one  hundred  individual  Stockholders,  represented 
either  in  person  or  by  proxy,  and  holding  not  less  than  a  majority 
of  tb©  stock  subscribed  by  individuals,  shall  be  necessary  to  con- 
stitute a  quorum  for  the  transaction  of  business. 

4.  At  every  general  annual  meeting,  three  Stockholders  shall  be 
appointed  by  the  Chairman,  who,  with  the  Secretary  of  the  Com- 
pany, shall  constitute  a  committee  to  verify  proxies  at  the  ensuing 
meeting,  and  it  shall  be  the  duty  of  the  Secretary  to  prepare  for 
the  use  of  such  committee,  an  alphabetical  list  of  the  Stock- 
holders entitled  to  vote,  and  the  number  of  shares  held  by  each,  as 
also  the  number  of  votes  to  which  each  may  be  entitled. 

5.  Notice  of  the  general  annual  meetings  of  the  Stockholders, 
and  of  closing  the  transfer  books,  shall  be  published  by  the  Secra 

H 


tary  at  least  twenty  days  previous  thereto,  in  two  newspapers 
published  in  the  city  of  Raleigh. 

6.  The  proceedings  of  the  Stockholders  at  all  their  meetings 
shall  be  recorded  by  the  Secretary  of  the  Company,  in  a  well  bound 
book  to  be  kept  for  that  purpose. 

7.  Stockholders  of  this  Company,  going  and  returning  from  the 
meetings  of  the  Company,  may  travel  over  the  road  free  of  charge 
to  and  from  the  place  of  meeting. 

DIRECTORS. 

1.  The  Directors  on  the  part  of  the  individual  Stockholders  shall 
be  elected  at  the  general  annual  meetings,  and  shall  continue  in 
office  until  the  next  general  annual  meeting,  and  on  failure  to  elect 
Directors  at  such  meeting,  the^  President  and  Directors  then  in 
office  shall  continue  to  exercise  their  respective  offices  until  their 
successors  shall  be  elected. 

2.  On  failure  of  the  Stockholders  to  elect  Directors  as  provided 
by  law,  the  Chairman  of  the  Stockholders  then  assembled,  shall 
adjourn  the  meeting  from  time  to  time,  and  give  notice  thereof 
until  a  proper  meeting  can  be  held,  and  an  election  made,  and  on 
failure  of  the  Chairman,  from  any  cause,  to  adjourn  or  appoint  such 
meeting  and  give  the  necessary  notice,  the  acting  President  of  the 
Company,  or  any  two  acting  Directors  shall  make  the  call  and  give 
the  necessary  notice. 

3.  The  Board  of  Directors  shall  meet  at  least  once  in  two  months 
at  the  Company's  Shops,  or  at  such  other  place  as  they  may  direct, 
which  meetings  shall  take  place  on  the  third  Fridays  of  August, 
October,  December,  February,  April  and  June,  in  each  year,  and 
the  President  shall  be  at  liberty  to  convene  the  Board  as  much 
oftener  as  the  interest  of  the  Company  may  require. 

4.  The  Directors  shall  keep  a  record  of  their  proceedings,  shall 
have  power  to  establish  a  common  seal  with  suitable  devices,  and 
to  alter  the  same  at  pleasure,  to  ascertain  and  define  the  duties  of 
the  officers,  clerks  and  servants  of  the  Company,  and  direct  them 
in  the  performance  thereof,  and  to  dismiss  from  the  service  of  the 
Company  any  officer  or  agent,  clerk  or  servant,  whenever  in  their 
opinion  the  interest  of  the  Company  may  require. 


5.  The  Directors,  seven  members  concurring,  shall  appoint  an 
Auditor,  Treasurer,  Secretary  and  Superintendent;  all  other  officers, 
agents  or  employees,  shall  be  appointed  by  the  President  and 
Superintendent,  and  their  appointments  shall  be  submitted  to  the 
Board  of  Directors  at  the  next  meeting  thereafter  for  approval,  and 
the  compensation  of  all  officers  shall  be  fixed  by  the  Board  of  Di- 
rectors. 

6.  Seven  members  of  the  Board  shall  constitute  a  quorum  for  the 
transaction  of  business,  and  each  Director  shall  receive  as  compen- 
sation for  his  services dollars  for  each  day  he  may  be  so  en- 
gaged, and  ten  cents  per  mile  in  traveling  to  and  from  the  place  of 
meeting,  with  the  privilege  of  the  Road  for  his  own  individual 
travel. 

7.  No  loan,  either  permanent  or  temporary,  shall  be  made  by 
the  President  or  any  other  officer  of  the  Company,  unless  author- 
ized or  directed  by  at  least  seven  members  of  the  Board  of  Directors. 

8.  No  Director  shall,  while  acting  as  such,  hold  any  office  in  the 
gift  of  the  Company,  nor  shall  any  Director  be  allowed  to  act  as 
agent  or  counsel  for  parties  having  claims  or  demands  to  be  passed 
upon  by  the  Board  of  Directors. 

PRESIDENT. 

1.  The  President  shall  be  elected  annually,  by  ballot,  by  a  ma- 
jority of  the  whole  Board  of  Directors,  and  out  of  their  number, 
and  shall  receive  as  compensation  for  his  services  an  annual  salary 

of  $ ,  over  and  above  his  necessary  traveling  expenses  incurred 

by  order  of  the  Board  of  Directors,  on  journies  out  of  the  State,  on 
business  of  the  Company. 

2.  The  President  shall  have  the  general  supervision  and  control 
of  all  the  other  officers  of  the  Company,  and  shall  prescribe  their 
duties,  unless  otherwise  provided  for.  He  shall  carefully  examine 
into  the  performance  of  their  duties,  and  from  time  to  time  report 
to  the  Directors  all  and  any  matters  touching  the  interest  of  the 
Company  which  shall  come  to  hii  knowledge.  He  may  at  any  time, 
when  the  Board  is  not  in  session,  suspend  any  officer  or  dismiss  any 
servant,  but  at  the  next  meeting  he  shall  report  such  fact  and  the 
reason  for- so  doing. 


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3.  The  President  shall  conduct  the  general  correspondence,  sign 
documents  in  the  name  of  the  Company,  keep  the  seal  of  the  cor- 
poration, and  with  the  consent  of  a  majority  of  the  Directors,  shall 
affix  the  same  to  all  conveyances  and  other  instruments  to  which 
the  attestation  of  the  seal  may  be  necessary. 

4.  It  shall  be  the  duty  of  the  President  to  see  that  proper  ac- 
counts are  kept  by  all  the  subordinates,  and  reports  made  monthly 
so  as  to  show, 

1st.  Amount  of  temporary  or  permanent  loans  made. 

2nd.  Income  of  the  Road  from  freight,  passengers,  &c. 

3rd.  Income  from  other  sources. 

4th.  Current  expenses  of  the  Road. 

5th.  Debts  paid  out,  and  whether  old  or  new. 

6th.  Property  or  material  purchased. 

7th.  Property  and  material  sold  or  otherwise  disposed  of. 

Sth.  Property  and  material  on  hand,  with  their  estimated  value. 

9th.  Property  lost  or  destroyed. 

10th.  Debts  contracted  or  outstanding. 

And  the  President  shall  report  the  same  to  the  Board  at  each 
regular  meeting,  who  shall  embody  the  substance  thereof  in  their 
annual  report  to  the  Stockholders. 

There  shall  also  be  reported  to  the  meeting  of  the  Stockholders, 
a  list  of  the  persons  in  the  employment  of  the  Company,  stating  in 
distinct  columns,  the  names,  compensation  and  duty :  Provided, 
however,  that  the  names  of  the  hands  on  the  Road,  in  the  depots 
and  workshops,  and  upon  the  trains,  need  not  be  stated,  but  in  re- 
gard to  them  it  shall  be  sufficient  to  mention  the  number  employed 
for  each  purpose,  and  their  compensation. 

THE  AUDITOR, 

1.  Shall  give  bond  in  the  sum  of  twenty  thousand  dollars,  with 
sureties,  to  be  approved  by  the  Board. 

2.  It  shall  be  his  duty  to  audit  the  accounts  of  the  Treasurer  and 
other  financial  agents  of  the  Company ;  and  to  this  end  he  shall 
keep  such  accounts  and  prescribe  such  rules  and  regulations,  with 
the  approval  of  the  Board,  as  will  require  of  these  officers  dispatch 
and  fidelity  in  their  several  trusts. 


3.  He  shall  also  examine  and  pass  upon  all  claims  and  demands 
against  the  Company;  see  that  they  are  just  and  proper,  and  that 
they  are  supported  by  sufficient  evidence,  and  verified  by  proper 
agents  or  officers  of  the  Company.  He  shall  endorse  thereon  his 
approval,  rejection  or  suspension,  and  forward  them  for  the  action 
of  the  President ;  and  all  approved  by  the  President  shall  be  coun- 
tersigned by  the  Auditor  for  payment,  specifying  the  exact  sums 
ordered  to  be  paid. 

4.  It  shall  also  be  his  duty  to  investigate  all  cases  of  loss  and 
damage  on  the  Road,  or  in  the  several  stations,  all  violation  of  con- 
tracts and  official  delinquencies,  and  he  shall  have  a  special  supervis- 
ion of  all  suits  in  court,  for  or  against  the  Company. 

5.  He  shall  keep  a  record  of  all  his  proceedings,  and  shall  render 
to  the  Board  monthly,  quarterly  and  annual  reports  of  the  financial 
condition  of  the  Company  ;  and  to  this  end  he  may  have  full  access 
to  all  the  books  and  accounts  of  the  other  officers  of  the  Company. 

TREASURER. 

1.  The  Treasurer  shall  be  appointed  annually  by  the  Board  of 
Directors,  and  shall  give  bond  in  the  sum  of  $50,000,  with  security, 
to  be  approved  by  the  Board. 

2.  It  shall  be  the  duty  of  the  Treasurer  to  take  charge  of,  and 
safely  keep,  all  the  monies  and  monied  securities  of  the  Company, 
to  disburse  the  same  under  the  direction  and  ypen  the  wan  ants  of 
the  President,  countersigned  by  the  Auditor,  and  to  take  proper 
vouchers  for  such  disbursements.  He  shall  deposit  all  monies  be- 
longing to  the  Company  over  and  above  the  sum  of  twenty  thou- 
sand dollars,  in  such  bank  or  place  as  may  be  designated  by  the 
Board  of  Directors,  and  shall  render  to  the  President  a  monthly 
account  of  all  his  transactions,  and  also  an  annual  report  to  the 
Stockholders. 

3.  Whenever  the  Board  of  Directors  may  think  necessary,  they 
may  authorize  the  appointment  of  a  Paymaster,  who  shall  enter 
into  bond  in  such  sum  as  they  may  direct,  with  securities  approved 
by  the  Board,  and  shall  receive  such  compensation  as  they  may 
prescribe      He  shall  pay  such   accounts  and  pay  rolls  as  may  be 


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delivered  to  him  by  the  Auditor,  and  shall  take  proper  vouchers 
for  the  same,  and  shall  promptly  account  for  all  such  payments. 

THE  SECRETARY. 

1.  Shall  give  bond  in  the  sum  of  twenty  thousand  dollars,  with 
sureties,  to  be  approved  by  the  Board. 

3.  He  shall  record  the  proceedings  of  the  Board  and  of  the 
Stockholders'  meetings,  and  shall  take  charge  of  all  the  books, 
deeds,  official  bonds,  and  other  papers  of  the  corporation,  not  per- 
taining to  other  officers,  or  otherwise  provided  for. 

3.  The  Secretary  shall  be  the  principal  book  keeper  of  the 
Company,  and  shall  keep  all  the  individual  and  consolidated  ac- 
counts of  the  corporation,  and,  in  regard  to  the  receipts  and  expen- 
ses of  the  Road,  he  shall  keep,  in  detail,  the  several  items  of 
income  and  expenditure,  so  as  to  show  the  amount  of  each. 

ENGINEER  AND  SUPERINTENDENT. 

1.  It  shall  be  the  duty  of  the  Superintendent  to  see  that  the 
Road  and  bridges  and  their  equipments  are  kept  and  maintained  in 
good  repair  and  condition  ;  to  devise  and  recommend  to  the  Direc- 
tors such  changes  and  alterations  to  the  Road,  bridges  and  other 
equipments  as  he  may  deem  necessary  for  the  safe  and  advanta- 
geous operating  of  the  Road ;  To  prescribe,  with  the  assent  of  the 
Directors,  rules  and  regulations  for  Ticket  Agents,  Conductors, 
Engineers,  Brakemen,  Switchmen,  Flagmen,  Baggage  Masters  and 
all  other  persons  employed  in  operating  the  Road,  so  as  to  secure 
the  safe,  regular  and  convenient  transport  of  passengers  and  freight, 
and  to  prescribe  rules  for  the  conduct  of  all  persons  employed  in 
other  capacities  upon  or  about  the  Road  ;  to  employ,  subject  to 
the  approval  of  the  Board,  all  persons  necessary  for  the  operating 
of  the  Road,  and  to  discharge  such  employees  as  may  be  useless, 
unnecessary,  negligent  or  inefficient. 

He  shall  determine  the  number  of  trains  to  be  run,  their  speed 
and  time  of  starting,  and  cause  proper  time  tables  to  be  issued,  and 
proper  advertisements  to  be  published  in  such  newspapers  as  he 
shall  deem  proper. 

He  shall  supervise   all  persons  intrusted  with  the  printing  and 


/  A 


„  X^e^  / 


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issuing  of  tickets,  and  with  accounting  for  the  same.  He  shall,  in 
conjunction  with  the  President,  see  that  all  connecting  roads  per- 
form the  obligations  required  by  law  or  contract,  and  that  the 
reciprocal  duties  of  this  Company  are  performed.  He  shall,  under 
the  President,  have  the  superintendence  of  all  persons  employed  in 
maintaining  and  taking  care  of  the  property  of  the  Company,  in 
operating  the  road,  in  the  work  shops,  in  receiving  and  delivering 
of  freights  and  baggage,  and  in  any  matter  relating  to  the  business 
of  the  Road,  and  see  that  they  perform  their  duties  with  faithful- 
ness and  care.  He  shall  make  a  monthly  report  to  the  President 
of  his  proceedings  and  the  condition  of  the  Road,  together  with  an 
estimate  of  materials  and  supplies  required  for  the  ensuing  month, 
and  shall  also  make  an  annual  report  to  the  Board  of  Directors,  to 
be  submitted  to  the  Stockholders  at  their  annual  meeting. 

COMMITTEE  QF  FINANCE. 

1.  There  shall  be  a  Committee  of  Finance,  consisting  of  five, 
three  of  whom  shall  be  appointed  by  the  Stockholders  at  each 
annual  meeting,  and  two  by  the  Board  of  Directors,  whose  duty  it 
shall  be  to  examine  the  accounts  and  vouchers  of  the  Treasurer,  the 
books  of  the  Secretary  and  other  officers,  every  two  months,  and 
report  their  condition  at  each  stated  meeting  of  the  Board,  and 
also  to  report  to  the  general  meeting  of  the  Stockholders,  such  facts 
and  suggestions  as  to  the  state  of  the  accounts  and  the  general 
financial  condition  of  the  Company  as  they  may  think  proper.  Any 
three  of  this  Committee  shall  constitute  a  quorum.  That  the  mem- 
bers of  such  Committee  shall  each  receive  S per  day  for  his 

services  \jKhile  actually  engaged  in  such  examination,  and  ten  cents 
per  mile  in  traveling  to  and  from  the  place  of  meeting,  with  the 
privilege  of  the  Road  for  his  individual  travel. 

REPORTS. 

The  annual  reports  of  the  President  and  Directois,  of  the  Treas- 
urer, Superintendent,  and  Committee  of  Finance,  shall  be  prepared 
and  published  prior  to  the  annual  meeting  of  the  Stockholders,  and 
shall  be  referred  to  appropriate  committees,  and  acted  on  by  the 
meeting  previous  to  the  election  of  Directors. 

Microfilmed 
SOLINET/ASERL  PROJECT 


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PROXIES. 

1.  Proxies  shall  be  in  writing,  signed  by  the  parties,  and  may  be 
general  or  special,  and  none  but  a  Stockholder  shall  be  a  proxy. 

CONTRACTS. 

t. 

1.  Contracts  shall  be  made  under  such  rules  and  regulations  as 
the  Directors  shall  prescribe,  and  when  signed  by  the  President, 
shall  be  binding  on  the  Company,  either  with  or  without  the  seal 
of  the  corporation. 

2.  No  contract  shall  be  considered  as  binding  on  the  Company, 
unless  ratified  or  approved  by  the  President  or  Board  of  Directors. 

CERTIFICATES  OF  STOCK. 
The  form  of  certificates  of  Stock  shall  be  as  follows  : 

North  Carolina  Rail  Road  Company. 
No  Shares. 

Be  it  known  that  of 

is  entitled  to  Shares  in  the  North  Carolina  Rail  Road 

Company,  transferable  by  the  said  either  per- 

sonally or  by  attorney,  only  at  the   office  and  on  the  books  of  said 
Company. 

Witnes,  President  of  the  said  North  Carolina 

Rail  Road  Company,  at  under  the  seal  of  the  corpo- 

ration, this  day  of  A.  D. 

TRANSFERS. 

1.  The  stock  shall  be  transferred,  either  in  person  or  by  attorney, 
on  the  books  of  the  Company,  to  be  kept  by  the  Secretary  for  that 
purpose,  which  book  shall  be  closed  on  the  first  day  of  June  in  each 
year,  and  shall  continue  closed  until  after  each  general  meeting  of 
the  Stockholders. 

2.  Powers  to  transfer  shall  be  signed  by  the  party,  in  the  pres- 
ence of  a  Director  of  the  Company,  one  of  the  Judges  of  the 
Supreme  or  Superior  Courts,  a  Clerk  of  a  Court  of  Record,  or 
Notary  Public,  or  Justice  of  the  Peace,  and  attested  by  tbe  same, 
and  said  power  shall  be  filed  in  the  office  of  the  Secretary  of  said 
Company. 


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